Unconditional Releases Clause Samples

Unconditional Releases. Upon the Closing Date and after Buyer delivers its shares for cancellation, the Seller shall execute and deliver to each Buyer a full and unconditional release in the form of Exhibit 8.2(d) hereto.

Unconditional Releases. Duly executed acknowledgments of payments and unconditional releases of mechanics' and materialmen's liens in the form of Exhibit Y-1 from the Contractors and Subcontractors listed in clauses (i) and (ii) below for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Project through the last day covered by the immediately preceding Advance Request, except for such work, services and materials the payment for which does not exceed, in the aggregate $10,000,000 and is being disputed in good faith, so long as (1) such proceedings shall not involve any substantial danger of the sale, forfeiture or loss of the Project, or any Mortgaged Property, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the Project or any Mortgaged Property and (2) adequate cash reserves have been provided therefor through an allocation in the Anticipated Cost Report. The Persons required to provide such lien releases are: (i) The Prime Contractor and each of its first tier trade subcontractors and materialmen under the Prime Construction Contract, in each case performing work with a contract price (or expected aggregate amount to be paid in the case of "cost-plus" contracts) in excess of $25,000; and (ii) (A) Each Contractor party to a "fixed price" contract and (B) each other Contractor and each of its first tier trade subcontractors and materialmen, in each case performing work with a contract price (or expected aggregate amount to be paid in the case of "cost-plus" contracts) in excess of $100,000 (or with respect to suppliers and vendors who are located outside the United States and do not provide labor at the Site, $200,000).

Unconditional Releases. Duly executed acknowledgments of payments and unconditional releases of mechanics' and materialmen's liens in the form of Exhibit Y-1 from the Contractors and Subcontractors listed in clauses (i) and (ii) below for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Project through the last day covered by the immediately preceding Advance Request, except for such work, services and materials the payment for which does not exceed, in the aggregate $10,000,000 and is being disputed in good faith, so long as (1) such proceedings shall not involve any substantial danger of the sale, forfeiture or loss of the Project, or any Mortgaged Property, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the Project or any Mortgaged Property and (2) adequate cash reserves have been provided therefor through an allocation in the Anticipated Cost Report. The Persons required to provide such lien releases are: (i) The Prime Contractor and each of its first tier trade subcontractors and materialmen under the Prime Construction Contract; and (ii) (A) Each Contractor party to a "fixed price" contract and (B) each other Contractor and each of its first tier trade subcontractors and materialmen, in each case with a value or contract price in excess of $100,000 (or with respect to suppliers and vendors who are located outside the United States and do not provide labor at the Site, $200,000).

Unconditional Releases. Duly executed acknowledgments of payments and unconditional releases of mechanics’ and materialmen’s liens, in the form of Exhibit Q or otherwise in form and substance reasonably satisfactory to the Disbursement Agent, from each Contractor and Subcontractor performing work and/or providing services or materials with a value or contract price in excess of $1,500,000 (subject to an aggregate limit of $50,000,000, after which acknowledgements and releases shall be provided from each Contractor and Subcontractor regardless of the value or contract price of the work, services or materials being performed or provided by such Person) for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Phase II Project through the last day covered by the immediately preceding Advance Request, except for such work, services and materials the payment for which (i) is being disputed in good faith, by appropriate means and (ii) as applicable, LCR or the Phase II Mall Borrowers have provided appropriate reserves either through funds on deposit in the Lien Protection Account or an allocation in the Anticipated Cost Report which in the aggregate with all other amounts so reserved shall not exceed $20,000,000 (or such larger amount as may be reasonably approved from time to time by the Funding Agents).

Unconditional Releases. Duly executed acknowledgments of payments and unconditional releases in the form of Exhibit N-1 or otherwise in form and substance reasonably satisfactory to the Bank Agent from the Lien Release Parties performing work and/or providing services (other than engineering, design, advisory or consulting) and/or providing and/or installing materials (other than Eligible FF&E), for all work, services and materials done, performed or furnished for the construction of each Active Project through the last day covered by the immediately preceding Advance Request, except for such work, services and materials the payment for which is being disputed in good faith, by appropriate means and with appropriate reserves through an allocation in the Anticipated Cost Reports which in the aggregate with all other amounts so reserved for all Active Projects shall not exceed $100,000,000; provided, however, that (i) for purposes of determining whether such $100,000,000 limit has been exceeded, contested amounts relating to any Construction Contract that have been terminated in accordance with Section 7.1.6(a) of this Agreement shall not be counted; and (ii) the Company shall not be required to provide such acknowledgements of payments and unconditional releases from any Lien Release Party with a value or contract price of less than $500,000 (subject to an aggregate limit of $100,000,000 for all Active Projects, after which acknowledgements and releases shall be provided from each Lien Release Party regardless of the value or contract price of the work, services or materials being performed or provided by such Person); and

Unconditional Releases. Duly executed acknowledgments of payments and unconditional releases in the form of Exhibit N-1 or otherwise in form and substance reasonably satisfactory to the Bank Agent from the Lien Release Parties performing work and/or providing services (other than engineering, design, advisory or consulting) and/or providing and/or installing materials (other than Eligible FF&E), for all work, services and materials done, performed or furnished for the construction of the Four Seasons Macao Overall Project through the calendar month ending immediately prior to the Initial Standard Advance Date except for such work, services and materials the payment for which is being disputed in good faith, by appropriate means and with appropriate reserves through an allocation in the Anticipated Cost Reports for such Project which in the aggregate with all other amounts so reserved for all Active Projects shall not exceed $100,000,000; provided, however, that (i) for purposes of determining whether such $100,000,000 limit has been exceeded, contested amounts relating to any Construction Contract that have been terminated in accordance with Section 7.1.6(a) of this Agreement shall not be counted; and (ii) the Company shall not be required to provide such acknowledgements of payments and unconditional releases from any Lien Release Party with a value or contract price of less than $500,000 (subject to an aggregate limit of $100,000,000 for all Active Projects, after which acknowledgements and releases shall be provided from each Lien Release Party regardless of the value or contract price of the work, services or materials being performed or provided by such Person); and

Unconditional Releases. Duly executed acknowledgments of payments and unconditional releases in the form of Exhibit U-1 (or, in the case of any Pre-Existing Construction Contract that requires the delivery of acknowledgements of payment and unconditional releases on a prescribed form, the form specified in such Pre-Existing Construction Contract) or otherwise in form and substance reasonably satisfactory to the Administrative Agent from the Lien Release Parties performing work and/or providing services (other than engineering, design, advisory or consulting) and/or providing and/or installing materials (other than Eligible FF&E), for all work, services and materials done, performed or furnished for the construction of the Project through the calendar month ending immediately prior to the Initial Borrowing Date except for claims for amounts due in respect of such work, services and materials the payment for which is being disputed in good faith, by appropriate means and with appropriate reserves through an allocation in the Anticipated Cost Report for the Project shall not exceed $100,000,000; provided, however, that (i) for purposes of determining whether such $100,000,000 limit has been exceeded, contested amounts relating to any Construction Contract that has been terminated (i) prior to the date hereof, to the extent that the reasonably expected aggregate settlement amount of such contested amounts under all such terminated contracts does not exceed the Pre-Closing Settlement Amount or (ii) after the date hereof without resulting in an Event of Default under subsection 8.12, shall not be counted; and (ii) the Borrower shall not be required to provide such acknowledgements of payments and unconditional releases from any Lien Release Party with a value or contract price of less than $500,000 (subject to an aggregate limit of $100,000,000, after which acknowledgements and releases shall be provided from each Lien Release Party regardless of the value or contract price of the work, services or materials being performed or provided by such Person); and

Unconditional Releases. Duly executed acknowledgments of payments and unconditional releases of mechanics' and materialmen's liens in form and substance reasonably satisfactory to the Disbursement Agent (in consultation with the Construction Consultant) from the Construction Manager and each Contractor and Subcontractor for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Project through the last day covered by the immediately preceding Advance Request with a value or contract price in excess of $50,000, except for such work, services and materials the payment for which is being disputed in good faith, by appropriate means and with appropriate reserves (through funds on deposit in the Lien Protection Account which in the aggregate with all amounts on deposit therein shall not exceed $20,000,000).

Unconditional Releases. Duly executed acknowledgments of payments and unconditional releases of mechanics' and materialmen's liens in form and substance reasonably satisfactory to the Administrative Agent and the Disbursement Agent (in consultation with the Construction Consultant) from the Design/Builder and each Contractor and Subcontractor for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Main Project through the date on which the Initial Advance is to be made or, if applicable, through the last day covered by the immediately preceding Advance Request with a value or contract price in excess of $50,000, except for such work, services and materials the payment for which is being disputed in good faith, by appropriate means and with appropriate reserves by the Borrower; and